Blueprint
As filed with the Securities and Exchange Commission on July 2,
2018
Registration No. 333-208676
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
SANUWAVE Health, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada
|
3841
|
20-1176000
|
|
(State
or other Jurisdiction
|
(Primary
Standard Industrial
|
(I.R.S.
Employer
|
|
of
Incorporation or
|
Classification
Code Number)
|
Identification
No.)
|
|
Organization)
|
|
|
3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(770) 419-7525
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive
offices)
Kevin A. Richardson, II
Acting Chief Executive Officer
SANUWAVE Health, Inc.
3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(770) 419-7525
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of all communications, including communications sent to
agent for service, should be sent to:
John C. Ethridge, Jr., Esq.
Smith, Gambrell & Russell, LLP
Promenade II, Suite 3100
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 815-3500
Approximate date of
commencement of proposed sale to the public: This Post-Effective Amendment No. 2 to Form S-1
Registration Statement (Registration No. 333-208676) is being filed
to deregister all of the Units and underlying securities that were
registered but unsold under the Registration
Statement.
If
any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box:
☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering.
☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
|
Non-accelerated
filer ☐
|
Smaller
reporting company ☒
|
This
Post-Effective Amendment No. 2 to Form S-1 Registration Statement
(Registration No. 333-208676) shall become effective in accordance
with the provisions of Section 8(c) of the Securities Act of
1933.
Explanatory Note
Deregistration of Unsold Securities
SANUWAVE
Health, Inc. (the “Registrant”) filed Registration
Statement on Form S-1 (Registration No. 333-208676) (the
“Registration Statement”), which was declared effective
by the Securities and Exchange Commission on February 16, 2016. The
Registrant is filing this Post-Effective Amendment No. 2 to the
Registration Statement to terminate the Registration Statement and
deregister all of the securities thereunder that remain unsold as
of the date hereof, consisting of (1) resale by the selling
stockholders listed in the prospectus thereto of 23,545,114
outstanding shares of the Registrant’s common stock, par
value $0.001 per share (the “Common Stock”), (2) resale
of 28,483,337 shares of Common Stock issuable upon the exercise of
warrants by such selling stockholders and (3) resale of 958,334
shares of Common Stock issuable upon exercise of warrants by the
placement agents for the private placements described in such
prospectus.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Suwanee,
State of Georgia, on July 2, 2018.
|
|
SANUWAVE Health, Inc.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Kevin
A. Richardson, II
|
|
|
|
Name:
|
Kevin A.
Richardson, II
|
|
|
|
Title:
|
Acting Chief
Executive Officer
|
|
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kevin A. Richardson, II, as his or
her true and lawful attorney-in-fact, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any and
all amendments (including post-effective amendments) to this
registration statement and to sign a registration statement
pursuant to Section 462(b) of the Securities Act of 1933, and to
file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated:
|
Signatures
|
|
Capacity
|
|
Date
|
|
|
|
|
|
|
|
By: /s/ Kevin A. Richardson,
II
|
|
Director and Acting Chief Executive
Officer
|
|
July 2, 2018
|
|
Name: Kevin A. Richardson, II
|
|
(principal
executive officer)
|
|
|
|
|
|
|
|
|
|
By: /s/ Lisa
Sundstrom
|
|
Chief Financial Officer
|
|
July 2, 2018
|
|
Name: Lisa Sundstrom
|
|
(principal
financial and accounting officer)
|
|
|
|
|
|
|
|
|
|
By: /s/ John F.
Nemelka
|
|
Director
|
|
July 2, 2018
|
|
Name: John F. Nemelka
|
|
|
|
|
|
|
|
|
|
|
|
By: /s/ Alan L.
Rubino
|
|
Director
|
|
July 2, 2018
|
|
Name: Alan L. Rubino
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/ A. Michael
Stolarski
|
|
Director
|
|
July 2,
2018
|
|
Name:
A. Michael Stolarski
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/ Maj-Britt
Kaltoft
|
|
Director
|
|
July 2,
2018
|
|
Name:
Maj-Britt Kaltoft
|
|
|
|
|